\\DC - 039578/000001 - 3398779 v1 BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of PEOPLE EXPRESS AIRLINES, INC. for a certificate of public convenience and necessity to engage in interstate scheduled air transportation of persons, property, and mail under 49 U.S.C. § 41102 ) ) ) ) ) ) ) ) ) ) Docket DOT-OST-2012-0042

MOTION OF PEOPLE EXPRESS AIRLINES, INC. FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 12
Communications with respect to this document should be addressed to: Michael Morisi President and Chief Operating Officer PEOPLE EXPRESS AIRLINES, INC. 902 Bland Boulevard Newport News, VA 23602 Phone: (757) 969-6880 Fax: (757) 969-6894 Mike.Morisi@flypex.com Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 +1 202 637 4999/5659 (direct dial) +1 202 637 5910 (facsimile) robert.cohn@hoganlovells.com patrick.rizzi@hoganlovells.com Counsel for PEOPLE EXPRESS AIRLINES, INC.

April 27, 2012\\DC - 039578/000001 - 3398779 v1 BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of PEOPLE EXPRESS AIRLINES, INC. for a certificate of public convenience and necessity to engage in interstate scheduled air transportation of persons, property, and mail under 49 U.S.C. § 41102 ) ) ) ) ) ) ) ) ) ) Docket DOT-OST-2012-0042

April 27, 2012 MOTION OF PEOPLE EXPRESS AIRLINES, INC. FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 12
People Express Airlines, Inc. (“People Express”) hereby files this Motion pursuant to 14 C.F.R. § 302.12 to withhold from public disclosure confidential exhibits contained in its response to the Department’s Information Request dated April 19, 2012, concurrently filed in the above-captioned proceeding. Confidential copies of the relevant exhibits are being submitted contemporaneously herewith in a sealed envelope marked “Confidential Treatment Requested Under § 302.12.” People Express hereby requests confidential treatment of the following commercial, competitively sensitive and financial information pertaining to People Express’s business and financing arrangements, the public release of which would cause People Express substantial competitive harm: 1. Confidential Exhibit PEX-IR-6: Engagement letter between People Express and WR Hambrecht + Co. (“Hambrecht engagement letter”).Motion of People Express Airlines, Inc. Page 2

\\DC - 039578/000001 - 3398779 v1 2. Confidential Exhibit PEX-IR-7: Boeing 737-400 “Lease Proposal and Acceptance” (“737 Term Sheet”). 3. Confidential Exhibit PEX-IR-8: Stock Subscription Agreement. 4. Confidential Exhibit PEX-IR-9: Stockholders’ Agreement.
5. Confidential Exhibit PEX-IR-10: Stock Journal. Under Rule 12, the Department evaluates requests for confidential treatment in accordance with the standards of disclosure set forth in the Freedom of Information Act (FOIA) (5 U.S.C. § 552). Under FOIA Exemption 4, business information may be withheld from disclosure if it is “(1) commercial or financial, (2) obtained from a person outside the government, and (3) privileged or confidential.” Gulf & Western Industries, Inc. v. U.S. , 615 F.2d 527, 529 (D.C. Cir. 1979). The confidential information submitted by People Express clearly meets the first two requirements. The only question, therefore, is whether the information is privileged or confidential, which, as defined by the relevant case law, means “whether disclosure of the information is likely to have either of the following effects: (1) to impair the government’s ability to obtain necessary information in the future; or (2) to cause substantial harm to the competitive position of the person from whom the information was obtained.” National Parks and Conservation Association v. Morton, 498 F.2d 765, 770 (D.C. Cir. 1974). People Express submits that disclosure of the information for which it seeks confidential treatment would not only impair the Department’s ability to obtain suchMotion of People Express Airlines, Inc. Page 3

\\DC - 039578/000001 - 3398779 v1 information in the future, but would also cause substantial harm to People Express’s competitive position. People Express is a new privately-held corporation that is raising capital and negotiating aircraft leases for the near-term launch of a start-up airline that will operate in an intensely competitive environment. The type of detailed business, financial and commercially sensitive information at issue here is not otherwise required to be publicly disclosed. Access by competitors, aircraft suppliers, or other third-parties to the information contained in these confidential exhibits would adversely impact People Express’s commercial negotiating position, future plans, relationships with current and future stockholders, and competitive posture as a start-up airline. Specifically, the Hambrecht engagement letter, which is marked “Private and Confidential” and subject to confidentiality terms, was reached based on exclusive discussions between People Express (a privately-held corporation) and a financial services firm addressing People Express’s unique business plan, competitive strategy, and financing needs, under a confidential compensation arrangement. Public release of the confidential engagement letter would harm People Express’s competitive position and severely undermine its capitalization activities.
The 737 Term Sheet contains confidential financial terms and other commercially sensitive details in relation to the proposed aircraft lease that would not normally be publicly disclosed. People Express is in the midst of negotiating aircraft acquisitions with other aircraft lessors and owners, and access to the terms of the 737 Term Sheet by such persons would significantly impair People Express’s negotiating position. In addition, if the 737 Term Sheet were publicly available,Motion of People Express Airlines, Inc. Page 4

\\DC - 039578/000001 - 3398779 v1 airline competitors would be able to glean commercially sensitive details about People Express’s operating costs before the carrier is even launched, which would cause People Express competitive harm. The Stock Subscription Agreement, Stockholders’ Agreement, and Stock Journal also clearly warrant protection from public disclosure. The Department has consistently recognized this type of information to be confidential and proprietary. The Stock Subscription Agreement and Stockholders’ Agreement provide details of financial criteria and conditions for a private placement of stock that People Express has shared only with carefully selected private investors and not the general public. The Stock Journal provides the names of current stockholders and the number of shares purchased by each. Since no investor holds or beneficially controls 10 percent or more of the outstanding voting stock, their names are not required to be disclosed under 14 C.F.R. § 204.3(g). In fact, public disclosure of this information would provide no public benefit but would result in serious competitive harm to People Express and would severely impair its relationship with its existing and prospective stockholders. Granting confidential treatment to Confidential Exhibits PEX-IR-6 through PEX-IR-10 would be consistent with Department precedent. The Department has ruled in various fitness proceedings that similar types of commercial, financial, and capitalization information for which People Express seeks confidential treatment is entitled to such treatment. See, e.g., Letter from Vanessa R. Balgobin, Acting Chief, Air Carrier Fitness Division, to Margi Holstrom, Carlsbad-Palomar Airlines, Inc., dated July 12, 2010 (Docket DOT-OST-2010-0126); Letter fromMotion of People Express Airlines, Inc. Page 5

\\DC - 039578/000001 - 3398779 v1 John V. Coleman, Director, Office of Aviation Analysis, to Jonathan B. Hill, Counsel for New Air Corporation, dated June 15, 1999 (Docket DOT-OST-1999-5616); Letter from Patricia L. Thomas, Chief, Air Carrier Fitness Division, to William A. Kutzke, SkyLink Aviation, Inc., dated August 11, 2004 (Docket DOT-OST-2004- 17171/17172); Letter from William Bertram, Chief, Air Carrier Fitness Division, to Edward W. Sauer, Counsel for Atlantic Express, Inc., dated January 28, 2005 (Docket DOT-OST-2004-19617). The same considerations and findings apply with equal, if not greater, force to the confidential exhibits submitted by People Express, and the Department should grant the confidential treatment requested in this case. WHEREFORE, People Express Airlines, Inc. hereby requests that the Department afford confidential treatment pursuant to Rule 12 of its Rules of Practice to the exhibits described herein. Respectfully submitted,

____________________________ Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 202 637 4999/5659 Counsel for PEOPLE EXPRESS AIRLINES, INC.\\DC - 039578/000001 - 3398779 v1 CERTIFICATE OF SERVICE I hereby certify that I have on this 27th day of April, 2012, served a copy of the foregoing Motion of People Express Airlines, Inc. for a Confidential Treatment Pursuant to Rule 12 upon:
Mr. Nicholas Scarpinato, Jr. Manager, Washington FSDO Federal Aviation Administration 13873 Park Center Road Suite 475 Herndon, VA 20171

________________________________ Jonathan Echmalian